Applicable Margins. The Applicable Swing Line Margin, ------------------ Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be adjusted (up or down) quarterly based on Ultimate Parent's consolidated financial performance for the trailing four quarters as evidenced by its quarterly consolidated Financial Statements in accordance with the following grid: ---------------------------------------------------------------------------------------------------------- IF EBIT/Cash Applicable Swing Applicable Index Applicable LIBOR Applicable L/C ------------ ---------------- ---------------- ---------------- -------------- Interest Coverage Line Margin is: Margin is: Margin is: Margin is: ----------------- --------------- ---------- ---------- ---------- is: --- ---------------------------------------------------------------------------------------------------------- less than 2.0 2.25% 0.50% 2.25% 1.25% --------------------------------------------------------------------------------------------------------- 2.0 up to but not 2.00% 0.25% 2.00% 1.25% including 3.0 --------------------------------------------------------------------------------------------------------- 3.0 up to but not 1.75% 0.25% 1.75% 1.00% including 4.0 --------------------------------------------------------------------------------------------------------- 4.0 up to but not 1.50% 0.0% 1.50% 0.75% including 5.0 --------------------------------------------------------------------------------------------------------- 5.0 or more 1.25% 0.0% 1.25% 0.75% --------------------------------------------------------------------------------------------------------- The Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be 1.50%, 0.0%, 1.50% and 0.75%, respectively, as of the Closing Date and will first be subject to adjustment prospectively on the first day of the calendar month that is more then five (5) days following delivery to Lenders of Ultimate Parent's quarterly consolidated Financial Statements for the Fiscal Quarter ending July 31, 1999. After July 31, 1999, adjustments in the Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin shall be prospective only and shall be based on Ultimate Parent's consolidated financial performance for the trailing four quarters as of the last day of each Fiscal Quarter as evidenced by Ultimate Parent's unaudited consolidated Financial Statements for the first three Fiscal Quarters of each Fiscal Year and Ultimate Parent's audited consolidated Financial Statements for each Fiscal Year. Each increase or decrease in the above-referenced margins shall become effective starting (i) in the case of the Swing Line Loan, Index Rate Loans and Letter of Credit Fees on the first day of the first calendar month commencing at least five (5) days after delivery of the applicable Financial Statements and (ii) in the case of LIBOR Loans on the first day of each LIBOR Period commencing after delivery of the applicable Financial Statements.
Appears in 1 contract
Applicable Margins. The Applicable Swing Line Margin, ------------------ Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be adjusted (up or down) quarterly based on Ultimate Parent's consolidated financial performance for the trailing four quarters as evidenced by its quarterly consolidated Financial Statements in accordance with the following grid: ---------------------------------------------------------------------------------------------------------- IF EBIT/Cash Applicable Swing Applicable Index Applicable LIBOR Applicable L/C ------------ ---------------- ---------------- ---------------- -------------- Interest Coverage Line Margin is: Margin is: Margin is: Margin is: ----------------- --------------- ---------- ---------- ---------- is: --- ---------------------------------------------------------------------------------------------------------- less than 2.0 2.25% 0.50% 2.25% 1.25% --------------------------------------------------------------------------------------------------------- 2.0 up to but not 2.00% 0.25% 2.00% 1.25% including 3.0 --------------------------------------------------------------------------------------------------------- 3.0 up to but not 1.75% 0.25% 1.75% 1.00% including 4.0 --------------------------------------------------------------------------------------------------------- 4.0 up to but not 1.50% 0.0% 1.50% 0.75% including 5.0 --------------------------------------------------------------------------------------------------------- 5.0 or more 1.25% 0.0% 1.25% 0.75% --------------------------------------------------------------------------------------------------------- The Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be 1.50%, 0.0%, 1.50% and 0.75%, respectively, as of On the Closing Date and will first be subject to adjustment prospectively on the first day of the calendar month that is more then five (5) days following delivery to Lenders of Ultimate Parent's quarterly consolidated Financial Statements for the Fiscal Quarter ending July 31Date, 1999. After July 31, 1999, adjustments in the Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin shall be prospective only determined using Tier I of the performance grid below until June 30, 1998. Thereafter, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be based on Ultimate Parent's consolidated financial performance for the trailing four quarters as of the last day of each Fiscal Quarter as evidenced by Ultimate Parent's unaudited consolidated Financial Statements for the first three Fiscal Quarters of each Fiscal Year and Ultimate Parent's audited consolidated Financial Statements for each Fiscal Year. Each increase or decrease in the above-referenced margins shall become effective starting (i) in the case of the Swing Line Loan, Index Rate Loans and Letter of Credit Fees on the first day of the first calendar month commencing at least five (5) days after delivery of the applicable Financial Statements and (ii) in the case of LIBOR Loans adjusted on the first day of each LIBOR Period commencing after delivery calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing as of the applicable Financial Statementsend of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ============================================================================== Tier Consolidated LIBOR + Base Facility Funded Debt plus Rate Fee Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing / EBITDA ------------- ---------------------- ---------------- -------- ------------ Tier I greater than 3.50x 112.5 bps* 0 bps 37.5 ------------- ---------------------- ---------------- -------- ------------ Tier II less than or equal 100.0 bps 0 bps 37.5 to 3.50x but greater than 3.25x ------------- ---------------------- ---------------- -------- ------------ Tier III less than or equal 87.5 bps 0 bps 37.5 to 3.25x but greater than 3.00x ------------- ---------------------- ---------------- -------- ------------ Tier IV less than or equal 75 bps 0 bps 37.5 to 3.00x but greater than 2.75x ------------- ---------------------- ---------------- -------- ------------ Tier V less than or equal 62.5 bps 0 bps 37.5 to 2.75x but greater than 2.50x ------------- ---------------------- ---------------- -------- ------------ Tier VI less than or equal 62.5 bps 0 bps 25 to 2.50x but greater than 2.25x ------------- ---------------------- ---------------- -------- ------------ Tier VII less than 2.25x 50.0 bps 0 bps 25 ============================================================================== * bps = basis points Notwithstanding anything contained in this Agreement to the contrary, if at any time, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation, the rate of interest to be paid on all outstanding Loans hereunder will be equal to the greater of (i) the rate as determined pursuant to this Agreement, and (ii) the rate of interest the Borrower is required to pay IBM Credit Corporation.
Appears in 1 contract
Sources: Credit Agreement (Pioneer Standard Electronics Inc)
Applicable Margins. The Applicable Swing Line Margin, ------------------ Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be adjusted (up or down) quarterly based on Ultimate Parent's consolidated financial performance for the trailing four quarters as evidenced by its quarterly consolidated Financial Statements in accordance with the following grid: ---------------------------------------------------------------------------------------------------------- IF EBIT/Cash Applicable Swing Applicable Index Applicable LIBOR Applicable L/C ------------ ---------------- ---------------- ---------------- -------------- Interest Coverage Line Margin is: Margin is: Margin is: Margin is: ----------------- --------------- ---------- ---------- ---------- is: --- ---------------------------------------------------------------------------------------------------------- less than 2.0 2.25% 0.50% 2.25% 1.25% --------------------------------------------------------------------------------------------------------- 2.0 up to but not 2.00% 0.25% 2.00% 1.25% including 3.0 --------------------------------------------------------------------------------------------------------- 3.0 up to but not 1.75% 0.25% 1.75% 1.00% including 4.0 --------------------------------------------------------------------------------------------------------- 4.0 up to but not 1.50% 0.0% 1.50% 0.75% including 5.0 --------------------------------------------------------------------------------------------------------- 5.0 or more 1.25% 0.0% 1.25% 0.75% --------------------------------------------------------------------------------------------------------- The Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be 1.50%, 0.0%, 1.50% and 0.75%, respectively, as of On the Closing Date and will first be subject to adjustment prospectively on the first day of the calendar month that is more then five (5) days following delivery to Lenders of Ultimate Parent's quarterly consolidated Financial Statements for the Fiscal Quarter ending July 31Date, 1999. After July 31, 1999, adjustments in the Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin shall be prospective only determined using Tier I of the performance grid below until June 30, 1998. Thereafter, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be based on Ultimate Parent's consolidated financial performance for the trailing four quarters as of the last day of each Fiscal Quarter as evidenced by Ultimate Parent's unaudited consolidated Financial Statements for the first three Fiscal Quarters of each Fiscal Year and Ultimate Parent's audited consolidated Financial Statements for each Fiscal Year. Each increase or decrease in the above-referenced margins shall become effective starting (i) in the case of the Swing Line Loan, Index Rate Loans and Letter of Credit Fees on the first day of the first calendar month commencing at least five (5) days after delivery of the applicable Financial Statements and (ii) in the case of LIBOR Loans adjusted on the first day of each LIBOR Period commencing after delivery calendar quarter, beginning July 1, 1998, and on each October 1, January 1, April 1, and July 1, thereafter, based on the ratio of Consolidated Funded Debt plus Indebtedness for Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing as of the applicable Financial Statementsend of the quarter ending on March 31, 1998, and on each June 30, September 30, December 31, and March 31, thereafter, to Consolidated EBITDA for the most recent preceding four (4) fiscal quarters, including the fiscal quarter ending on the date of determination. To the extent that, as of an adjustment date, Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ========================================================================================== Tier Consolidated Funded Debt LIBOR + Base Facility Fee plus Indebtedness for Rate Borrowed Money arising under the Agreement for Inventory Financing and the Agreement for Wholesale Financing/EBITDA ------------------------------------------------------------------------------------------ Tier I Greater than 3.50x 112.5 bps* 0 bps 37.5 ------------------------------------------------------------------------------------------ Tier II Less than or equal to 3.50x 100.0 bps 0 bps 37.5 but greater than 3.25x ------------------------------------------------------------------------------------------ Tier III Less than or equal to 3.25x 87.5 bps 0 bps 37.5 but greater than 3.00x ------------------------------------------------------------------------------------------ Tier IV Less than or equal to 3.00x 75 bps 0 bps 37.5 but greater than 2.75x ------------------------------------------------------------------------------------------ Tier V. Less than or equal to 2.75x 62.5 bps 0 bps 37.5 but greater than 2.50x ------------------------------------------------------------------------------------------ Tier VI Less than or equal to 2.50x 62.5 bps 0 bps 25 but greater than 2.25x ------------------------------------------------------------------------------------------ Tier VII Less than 2.25x 50.0 bps 0 bps 25 ========================================================================================== * bps = basis points Notwithstanding anything contained in this Agreement to the contrary, if at any time, or from time to time, Borrower is required to pay interest to IBM Credit Corporation pursuant to the Agreement for Inventory Financing or DFS pursuant to the Agreement for Wholesale Financing, then, during such period that Borrower is required to pay such interest to IBM Credit Corporation or DFS, as the case may be, the rate of interest to be paid on all outstanding Loans hereunder will be equal to the greater of (i) the rate as determined pursuant to this Agreement, and (ii) the rate of interest the Borrower is required to pay IBM Credit Corporation or DFS, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Pioneer Standard Electronics Inc)
Applicable Margins. The Each of the ABR Applicable Swing Line Margin, ------------------ Applicable Index Margin, Applicable LIBOR Margin and the LIBOR Applicable L/C Margin will to be adjusted (up or down) quarterly based on Ultimate Parent's consolidated financial performance for used in calculating the trailing four quarters as evidenced by its quarterly consolidated Financial Statements interest rate applicable to different Types of Borrowings and the Facility Fee Rate to be used in calculating the Facility Fee shall vary from time to time in accordance with the following grid: ---------------------------------------------------------------------------------------------------------- IF EBIT/Cash Applicable Swing Applicable Index Applicable LIBOR Applicable L/C ------------ ---------------- ---------------- ---------------- -------------- Interest Coverage Line Margin is: Margin is: Margin is: Margin is: ----------------- --------------- ---------- ---------- ---------- is: --- ---------------------------------------------------------------------------------------------------------- less than 2.0 2.25% 0.50% 2.25% 1.25% --------------------------------------------------------------------------------------------------------- 2.0 up to but not 2.00% 0.25% 2.00% 1.25% including 3.0 --------------------------------------------------------------------------------------------------------- 3.0 up to but not 1.75% 0.25% 1.75% 1.00% including 4.0 --------------------------------------------------------------------------------------------------------- 4.0 up to but not 1.50% 0.0% 1.50% 0.75% including 5.0 --------------------------------------------------------------------------------------------------------- 5.0 or more 1.25% 0.0% 1.25% 0.75% --------------------------------------------------------------------------------------------------------- The Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin higher of Borrower's then applicable ▇▇▇▇▇'▇ debt rating and Applicable L/C Margin will be 1.50%, 0.0%, 1.50% and 0.75%, respectively, as S&P's debt rating unless one of the Closing Date and will first be subject to adjustment prospectively on the first day of the calendar month that such two ratings is more then five (5) days following delivery to Lenders of Ultimate Parent's quarterly consolidated Financial Statements for than one rating category lower than the Fiscal Quarter ending July 31other, 1999. After July 31, 1999, adjustments in which case the Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin Margins and Applicable L/C Margin shall be prospective only and the Facility Fee Rate shall be based on Ultimate Parentthe rating category which is in between such two ratings (or if there is more than one rating category in between the two ratings, the higher rating category in between the two ratings shall apply). The Applicable Margins shall be adjusted effective on the next Business Day following any change in Borrower's consolidated financial performance ▇▇▇▇▇'▇ debt rating and/or S&P's debt rating, as the case may be. The applicable debt ratings, the Applicable Margins and Facility Fee Rate are set forth in the following table: LIBOR ABR APPLICABLE APPLICABLE FACILITY S&P RATING ▇▇▇▇▇'▇ RATING MARGIN MARGIN FEE RATE -------------- -------------- ---------- ---------- -------- A- or higher A3 or higher 0.375% -0.125% 0.125% BBB+ Baa1 0.425% -0.125% 0.15% ▇▇▇▇▇ ▇▇▇ APPLICABLE APPLICABLE FACILITY S&P RATING ▇▇▇▇▇'▇ RATING MARGIN MARGIN FEE RATE -------------- -------------- ---------- ---------- -------- BBB Baa2 0.60% -0.125% 0.15% BBB- Baa3 0.75% -0.125% 0.175% Less than BBB- Less than Baa3 1.00% 0.125% 0.25% In the event that either S&P or ▇▇▇▇▇'▇ shall discontinue their ratings of the REIT industry or the Borrower, the Borrower may seek a debt rating from another substitute rating agency reasonably satisfactory to the Administrative Agent and the Borrower. For the period from the date of such discontinuance until the first to occur of (i) the date the Borrower receives a debt rating from such new rating agency or (ii) a date 180 days after such discontinuance, the single rating from S&P or ▇▇▇▇▇'▇, as the case may be, shall be used to determine the Applicable Margin and the Facility Fee Rate. If the debt rating of the Borrower from such new rating agency is not received within such 180 day period, or if both S&P and ▇▇▇▇▇'▇ shall discontinue their ratings of the REIT industry or the Borrower, the Applicable Margin to be used for the trailing four quarters as calculation of interest on Borrowings hereunder shall be the highest Applicable Margin for each Type and the Facility Fee to be used for the calculation of the last day Facility Fee shall be the highest rate shown above. If a rating agency downgrade or discontinuance results in an increase in the ABR Applicable Margin or the LIBOR Applicable Margin or in the Facility Fee Rate and if such increase is reversed and the affected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, at Borrower's request, Borrower shall receive a credit against interest next due the Lenders equal to (i) interest accrued at the differential between such Applicable Margins plus (ii) the differential in the Facility Fees accruing from time to time during such period of each Fiscal Quarter as evidenced by Ultimate Parent's unaudited consolidated Financial Statements for the first three Fiscal Quarters of each Fiscal Year and Ultimate Parent's audited consolidated Financial Statements for each Fiscal Yeardowngrade or discontinuance. Each increase or If a rating agency upgrade results in decrease in the above-referenced margins shall become effective starting (i) ABR Applicable Margin or the LIBOR Applicable Margin or in the case of Facility Fee Rate and if such upgrade is reversed and the Swing Line Loanaffected Applicable Margin or Facility Fee Rate is restored within ninety (90) days thereafter, Index Rate Loans and Letter of Credit Fees Borrower shall be required to pay an amount to the Lenders equal to the interest differential on the first day of Borrowings and the first calendar month commencing at least five (5) days after delivery of the applicable Financial Statements and (ii) in the case of LIBOR Loans differential on the first day Facility Fees during such period of each LIBOR Period commencing after delivery of the applicable Financial Statementsupgrade.
Appears in 1 contract
Sources: Credit Agreement (Developers Diversified Realty Corp)
Applicable Margins. The Applicable Swing Line Margin, ------------------ Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be adjusted (up or down) quarterly based on Ultimate Parent's consolidated financial performance for the trailing four quarters as evidenced by its quarterly consolidated Financial Statements in accordance with the following grid: ---------------------------------------------------------------------------------------------------------- IF EBIT/Cash Applicable Swing Applicable Index Applicable LIBOR Applicable L/C ------------ ---------------- ---------------- ---------------- -------------- Interest Coverage Line Margin is: Margin is: Margin is: Margin is: ----------------- --------------- ---------- ---------- ---------- is: --- ---------------------------------------------------------------------------------------------------------- less than 2.0 2.25% 0.50% 2.25% 1.25% --------------------------------------------------------------------------------------------------------- 2.0 up to but not 2.00% 0.25% 2.00% 1.25% including 3.0 --------------------------------------------------------------------------------------------------------- 3.0 up to but not 1.75% 0.25% 1.75% 1.00% including 4.0 --------------------------------------------------------------------------------------------------------- 4.0 up to but not 1.50% 0.0% 1.50% 0.75% including 5.0 --------------------------------------------------------------------------------------------------------- 5.0 or more 1.25% 0.0% 1.25% 0.75% --------------------------------------------------------------------------------------------------------- The Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin will be 1.50%, 0.0%, 1.50% and 0.75%, respectively, as of On the Closing Date and will first be subject to adjustment prospectively on the first day of the calendar month that is more then five (5) days following delivery to Lenders of Ultimate Parent's quarterly consolidated Financial Statements for the Fiscal Quarter ending July 31Date, 1999. After July 31, 1999, adjustments in the Applicable Swing Line Margin, Applicable Index Margin, Applicable LIBOR Margin and Applicable L/C Margin shall be prospective only determined using Tier III of the performance grid below. Thereafter, the Base Rate Applicable Margin and LIBOR Applicable Margin shall be based on Ultimate Parent's consolidated financial performance for the trailing four quarters as of the last day of each Fiscal Quarter as evidenced by Ultimate Parent's unaudited consolidated Financial Statements for the first three Fiscal Quarters of each Fiscal Year and Ultimate Parent's audited consolidated Financial Statements for each Fiscal Year. Each increase or decrease in the above-referenced margins shall become effective starting (i) in the case of the Swing Line Loan, Index Rate Loans and Letter of Credit Fees on the first day of the first calendar month commencing at least five (5) days after delivery of the applicable Financial Statements and (ii) in the case of LIBOR Loans adjusted on the first day of each LIBOR Period commencing after delivery calendar quarter, beginning January 1, 1996, based on the ratio of Consolidated Funded Debt as of the applicable Financial Statements.end of the immediately preceding quarter, to Capitalization as at the end of such quarter. To the extent that, as of an adjustment date, information is not yet available to make such calculation or Borrower has not provided to Agent information necessary to apply the performance grid, interest shall be payable retroactively upon receipt of such information and calculation by Agent. In such event, Borrower shall continue to pay interest at the interest rate and on the Payment Dates in effect for the preceding quarter and the parties shall adjust for the difference between interest payable and interest actually paid, when information to apply the performance grid is available. ================================================================ Tier Consolidated LIBOR + Prime Funded Debt/ + Capitalization ---------------------------------------------------------------- Tier I greater than 50% 45.0 bps 0 bps ---------------------------------------------------------------- Tier II less than or equal 37.5 bps 0 bps to 50% but greater than 40% ---------------------------------------------------------------- Tier III less than or equal 30.0 bps 0 bps to 40% but greater than 30% ---------------------------------------------------------------- Tier IV less than or equal 22.5 bps 0 bps to 30% ================================================================ * bps = basis points
Appears in 1 contract
Sources: Credit Agreement (Duriron Co Inc)